Hudson’s Bay Company Completes Lord & Taylor Mortgage Refinancing

On July 19, Willkie client Hudson's Bay Company (HBC) announced the closing of a $400 million, five-year mortgage on the Lord & Taylor flagship property in New York City, located at 424-438 Fifth Avenue, to refinance the existing mortgage of $250 million due September 2017. In connection with this transaction, the lenders independently commissioned a leading international appraiser, which valued the property at $655 million.

Founded in 1670, Hudson’s Bay Company is the oldest company in North America. HBC is one of the fastest-growing department store retailers in the world, based on its successful formula of driving the performance of high quality stores and their all-channel offerings, unlocking the value of real estate holdings and growing through acquisitions. In North America, HBC’s leading banners include Hudson’s Bay, Lord & Taylor, Saks Fifth Avenue, Gilt, and Saks OFF 5TH, along with Find @ Lord & Taylor and Home Outfitters. In Europe, its banners include GALERIA Kaufhof, the largest department store group in Germany, Belgium’s only department store group Galeria INNO, as well as Sportarena.

The deal was handled by partners Gordon Caplan and Thomas Henry; counsel Daniel Backer; and associates Timothy DeKeyser and Mark Stokely.

Firm Advises MLMIC in a Demutualization Sponsored by Berkshire Hathaway

On July 18, Willkie client Medical Liability Mutual Insurance Company (MLMIC), the largest underwriter of medical professional liability insurance in New York, announced that it has entered into a definitive agreement, pending regulatory and policyholder approval, to be acquired by National Indemnity Company, following the completion of the conversion of MLMIC to a stock company from a mutual company. National Indemnity Company is a subsidiary of Berkshire Hathaway Inc., one of the world’s leading insurance organizations. The transaction is expected to close in the third quarter of 2017, subject to customary closing conditions and regulatory approvals.  The purchase price is expected to be approximately $1.9 billion.

Berkshire Hathaway CEO Warren Buffett stated “MLMIC is a gem of a company that has protected New York’s physicians, mid-level providers, hospitals and dentists like no other for over 40 years. We welcome the chance to add them to the Berkshire Hathaway family and enhance their capacity to serve these and other policyholders for many years to come.”

The deal team is being led by senior counsel Donald Henderson and associate Bhavna Agnihotri. Partner Allison Tam and associate Yevgeniy Markov are advising on regulatory matters. Senior counsel Richard Reinhold and counsel Catherine Harrington are providing tax advice.

Inspired Gaming Group, a Vitruvian Portfolio Company, to Be Acquired by Hydra

On July 16, Hydra Industries Acquisition Corp., a special purpose acquisition company, announced it had entered into a definitive agreement to acquire Inspired Gaming Group and its affiliates from funds managed by Vitruvian Partners LLP and its co-investors. Willkie acted as U.S. legal counsel to Inspired and Vitruvian. The transaction reflects a valuation for Inspired of £200 million (US$264 million), including indebtedness, but excluding transaction expenses as well as the impact of Hydra's sponsor shares and subject to certain closing adjustments.

Inspired is a global games technology company, supplying virtual sports, mobile gaming and server-based gaming systems with associated terminals and digital content to regulated betting and gaming operators around the world. It operates more than 25,000 digital gaming terminals and supplies its virtual sports products in more than 30,000 venues and on more than 200 websites in 30 countries.

The deal was handled by partner Manuel Miranda and associates Jacob Kleinman, Andrew Prodromos and Christina Castedo.